TIERSSM SUPPLEMENT 2000-11
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
TIERSSM Principal-Protected Certificates Trust Series PXT 2000-11
TABLE OF CONTENTS
Page
Preliminary Statement.............................................1
Section 1. Certain Defined Terms..................................1
Section 2. Creation and Declaration of Trust; Grant of Term
Assets and Treasury STRIPS; Acceptance by Trustee......5
Section 3. Designation............................................5
Section 4. Date of the Certificates...............................5
Section 5. Certificate Principal Balance and Denominations;
Additional Term Assets AND TREASURY STRIPS.............5
Section 6. Currency of the Certificates...........................6
Section 7. Form of Securities.....................................6
Section 8. Reserved...............................................6
Section 9. Certain Provisions of Base Trust Agreement Not
Applicable.............................................6
Section 10. Distributions.........................................6
Section 11. Termination of Trust..................................9
Section 12. Limitation of Powers and Duties.......................9
Section 13. Compensation of Trustee..............................10
Section 14. Modification or Amendment............................11
Section 15. Accounting...........................................11
Section 16. No Investment of Amounts Received on Term Assets
AND TREASURY STRIPS..................................11
Section 17. No Event of Default..................................11
Section 18. Notices..............................................11
Section 19 Access to Certain Documentation......................12
Section 20. Advances.............................................12
Section 21. Ratification of Agreement............................12
Section 22. Counterparts.........................................12
Section 23. Governing Law........................................12
Section 24..AFFILIATE EXCHANGE RIGHT.............................12
Section 25.Certificate of Compliance.............................12
Section 26.TENDER FOR TERMS ASSETS OR CHANGE OF
CONTROL OF PXRE CORPORATION...........................13
Exhibit A..-- Identification of the Term Assets as of Closing
Date
Exhibit B..-- Terms of the Certificates as of Closing Date
Exhibit C..-- Form of Certificates
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TIERSSM SUPPLEMENT 2000-11, dated as of September 20, 2000 (this
"Series Supplement"), between STRUCTURED PRODUCTS CORP., a Delaware
corporation, as depositor (the "Depositor"), and U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement, dated as of May 21, 1999 (as amended
and supplemented pursuant to a Series Supplement, the "Agreement"), between the
Depositor and the Trustee, such parties may at any time and from time to time
enter into a series supplement supplemental to the Agreement for the purpose of
creating a trust. Section 5.13 of the Agreement provides that the Depositor may
at any time and from time to time direct the Trustee to authenticate and
deliver, on behalf of any such trust, a new Series of trust certificates. Each
trust certificate of such new Series of trust certificates will represent a
fractional undivided beneficial interest in such trust. Certain terms and
conditions applicable to each such Series are to be set forth in the related
series supplement to the Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee shall
create and establish a new trust to be known as TIERSSM Principal-Protected
Certificates Trust Series PXT 2000-11, and a new Series of trust certificates to
be issued thereby, which certificates shall be known as the TIERSSM
Certificates, and the Depositor and the Trustee shall herein specify certain
terms and conditions in respect thereof.
The Certificates shall be Fixed Rate Certificates issued in one Class (the
"Certificates").
On behalf of and pursuant to the authorizing resolutions of the Board
of Directors of the Depositor, an authorized officer of the Depositor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Agreement and this Series Supplement in accordance with the
terms of Section 5.13 of the Agreement.
Section 1... Certain Defined Terms. (a) All terms used in this Series
Supplement that are defined in the Agreement, either directly or by reference
therein, have the meanings assigned to such terms therein, except to the extent
such terms are defined or modified in this Series Supplement or the context
requires otherwise. The Agreement also contains rules as to usage which shall be
applicable hereto.
(b) Pursuant to Article I of the Agreement, the meaning of certain defined
terms used in the Agreement shall, when applied to the trust certificates of a
particular Series, be as defined in Article I but with such additional
provisions and modifications as are specified in the related series supplement.
With respect to the Certificates, the following definitions shall apply:
"Acceleration": The acceleration of the maturity of the Term Assets after
the occurrence of any default on the Term Assets other than a Payment Default.
"Business Day": Any day other than a Saturday, Sunday or a day on which
banking institutions in New York, New York are authorized or obligated by law,
executive order or governmental decree to be closed.
"Certificateholder" or "Holder": With respect to any
Certificate, the Holder thereof.
"Certificateholders" or "Holders": The Holders of the
Certificates.
"Closing Date": September 20, 2000.
"Collection Account": With respect to each Series, an account established
and maintained by the Trustee in its corporate trust department in the Trustee's
name on behalf of the related Certificateholders, into which all payments made
on or with respect to the related Term Assets and Treasury STRIPS will be
deposited.
"Collection Period": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.
"Corporate Trust Office": U.S. Bank Trust National Association, 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust or such
other corporate trust office as the Trustee shall designate in writing to the
Depositor and the Certificateholders.
"Depositary": The Depository Trust Company.
"Distribution Date": Any Scheduled Distribution Date, the Maturity Date or
any Term Assets Default Distribution Date or any Term Assets Redemption
Distribution Date.
"Extension Period": The period, up to ten (10) consecutive semiannual
interest distribution dates on the Term Assets, but not to extend beyond
February 1, 2027, in which PXRE Corporation, and consequently the Term Assets
Issuer, defers distributions on the Term Assets.
"Fixed Payment": Each equal semiannual installment of interest payable on
the Term Assets on each February 1 and August 1, commencing February 1, 2001
through and including February 1, 2027.
"Interest Collections": With respect to any Distribution Date, all payments
received by the Trustee, during the Collection Period ending on such Scheduled
Distribution Date, in respect of (i) interest on the Term Assets and (ii)
penalties or other amounts required to be paid because of late payments on the
Term Assets.
"Investment Company Event": Investment Company Event means the receipt by
PXRE Corporation and the Term Assets Issuer of an opinion of counsel (which may
be counsel to PXRE Corporation) rendered by a law firm with a nationally
recognized securities practice to the effect that as a result of a change in law
or regulation or a written change in interpretation or
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application of law or regulation by any legislative body, court, governmental
agency or regulatory authority after January 24, 1997, there is more than an
insubstantial risk that the Term Assets Issuer is or will be considered an
investment company under the Investment Company Act of 1940, as amended.
"Junior Subordinated Debentures": Means the 8.85% Junior Subordinated
Deferrable Interest Debentures due on the Maturity Date issued by PXRE
Corporation, which are owned by the Term Assets Issuer.
"Make-Whole Amount": Means the greater of (i) 100% of the principal
amount of the Term Assets or (ii) such other amount as is provided for in the
documents pursuant to which the Terms Assets were issued, which other amount
shall equal (a) the sum of the present values of the principal amount and
premium payable with respect to an optional redemption of the Term Assets on
February 1, 2007, together with the present values of scheduled payments of
interest on the Term Assets from the redemption date to February 1, 2007, in
each case discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve thirty-day months) at a certain treasury rate
plus 1.00% less (b) accrued and unpaid interest on the Term Assets to the date
of redemption.
"Maturity Date": February 15, 2027.
"Payment Default": A default in the payment of any amount due on the Term
Assets after the same becomes due and payable (and the expiration of any
applicable grace period on the Term Assets).
"Place of Distribution": New York, New York.
"Rating Agency": Xxxxx'x Investors Service, Inc. ("Moody's") and any
successor to the foregoing. References to "the Rating Agency" in the Agreement
shall be deemed to be such credit rating agency.
"Record Date": With respect to any Distribution Date, the day immediately
preceding such Distribution Date.
"Scheduled Distribution Date": The first day of each February and August
or, if any such day is not a Business Day, then the immediately following
Business Day, commencing February 1, 2001, through and including February 1,
2027; provided, however, that payment on each Scheduled Distribution Date shall
be subject to prior payment of interest or principal, as applicable, on the Term
Assets.
"Specified Currency": United States Dollars.
"Tax Event": Tax Event means the receipt by PXRE Corporation of an opinion
of nationally recognized independent tax counsel experienced in such matters
(which may be counsel to PXRE Corporation) to the effect that (A) as a result of
(i) any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (ii) any judicial decision
or official administrative pronouncement, ruling, regulatory
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procedure, notice or announcement, including any notice or announcement of
intent to adopt such procedures or regulations or (iii) any amendment to,
clarification of or change in the administrative position or interpretation of
any action described in clause (ii) or judicial decision that differs from the
theretofore generally accepted position, there is more than an insubstantial
risk that (a) the Term Assets Issuer would be subject to United States federal
income tax with respect to income accrued or received on the Junior Subordinated
Debentures or subject to more than a de minimis amount of other taxes, duties or
other governmental charges, (b) interest payable to the Term Assets Issuer on
the Junior Subordinated Debentures would not be deductible by a member of PXRE
Corporation's consolidated tax group for United States federal income tax
purposes or (c) PXRE Corporation would be subject to certain adverse tax
consequences and (B) as a result of the foregoing, there is more than an
insubstantial risk that PXRE Corporation would be precluded from deducting
interest on the Term Assets.
"Term Assets": As of the Closing Date, $25,000,000 aggregate principal
amount of 8.85% Capital Trust Pass-through Securities issued by the Term Assets
Issuer, sold to the Trust by the Depositor and identified on Exhibit A hereto.
Additional Term Assets may also be sold to the Trust from time to time pursuant
to Section 5 of this Series Supplement.
"Term Assets Default Distribution Date": The date on which the Trustee
makes a distribution of the proceeds received in connection with a recovery on
the Term Assets (after deducting any costs incurred in connection therewith)
following a Payment Default or an Acceleration or other default with respect to
the Term Assets.
"Term Assets Issuer": PXRE Capital Trust I, the sole asset of which is the
Junior Subordinated Debentures.
"Term Assets Payment Date": Unless the Extension Period is in effect, the
first day of each February and August, commencing February 1, 2001 and ending on
February 1, 2027; provided, however, that if any Term Assets Payment Date would
otherwise fall on a day that is not a Business Day, such Term Assets Payment
Date will be the following Business Day.
"Term Assets Prospectus": The prospectus of the Term Assets Issuer, dated
April 23, 1997, with respect to the Term Assets.
"Term Assets Redemption Distribution Date": The date on which the Trustee
makes a distribution of the proceeds received upon a redemption of Term Assets
in accordance with their terms.
"Term Assets Trustee": The trustee for the Term Assets.
"Treasury STRIPS": $25,000,000 (maturity amount) of United States Treasury
STRIPS, which are zero coupon direct obligations of the United States of
America, due February 15, 2027 and sold to the Trust by the Depositor.
Additional Treasury STRIPS may also be sold to the Trust from time to time
pursuant to Section 5 of this Series Supplement.
"Trust": TIERSSM Principal-Protected Certificates Trust Series PXT 2000-11.
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"Trust Termination Event": (a) the payment in full at maturity or upon
early redemption of the Certificates or (b) the distribution of the proceeds
received upon a recovery on the Term Assets (in the case of Payment Default,
after deducting the costs incurred in connection therewith) after a Payment
Default or an Acceleration thereof (or other default with respect to the Term
Assets).
"Voting Rights": The Certificateholders shall have 100% of the total Voting
Rights with respect to the Certificates, which Voting Rights shall be allocated
among all Holders of Certificates in proportion to the principal balances held
by such Holders on any date of determination.
Section 2... Creation and Declaration of Trust; Grant of Term Assets and
Treasury STRIPS; Acceptance by Trustee. (a) The Trust, of which the Trustee is
the trustee, is hereby created under the laws of the State of New York for the
benefit of the holders of the Certificates. The Trust shall be irrevocable.
(b) The Depositor, concurrently with the execution and delivery hereof and
pursuant to Section 2.1 of the Agreement, has delivered or caused to be
delivered to the Trustee the Term Assets and the Treasury STRIPS.
(c) The Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee on behalf and for the benefit of the holders of
the Certificates and the Trust, without recourse, the Term Assets and the
Treasury STRIPS. The Trustee shall pay the purchase price for the Term Assets
and the Treasury STRIPS by delivering to, or at the direction of, the Depositor,
all of the Certificates on the Closing Date and making the payment identified in
Section 10(l) of this Series Supplement.
(d) The Trustee hereby (i) acknowledges such sale and deposit, pursuant to
subsections (b) and (c) above, and receipt by it of the Term Assets and the
Treasury STRIPS, (ii) accepts the trusts created hereunder in accordance with
the provisions hereof and of the Agreement but subject to the Trustee's
obligation, as and when the same may arise, to make any payment or other
distribution of the assets of the Trust as may be required pursuant to this
Series Supplement, the Agreement and the Certificates, and (iii) agrees to
perform the duties herein or therein required and any failure to receive
reimbursement of expenses and disbursements under Section 13 hereof shall not
release the Trustee from its duties herein or therein.
Section 3... Designation. There is hereby created a Series of trust
certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "TIERSSM Certificates." The Certificates shall be issued in
one class, in the amount set forth in Section 5. The Certificates shall be
issued in substantially the form set forth in Exhibit C to this Series
Supplement with such necessary or appropriate changes as shall be approved by
the Depositor and the Trustee, such approval to be manifested by the execution
and authentication thereof by the Trustee. The Certificates shall evidence
undivided ownership interests in the assets of the Trust, subject to the
liabilities of the Trust and shall be payable solely from payments or property
received by the Trustee on or in respect of the Term Assets and the Treasury
STRIPS.
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Section 4... Date of the Certificates. The Certificates that are
authenticated and delivered by the Trustee to or upon Depositor Order on the
Closing Date shall be dated the Closing Date. All other Certificates that are
authenticated after the Closing Date for any other purpose under the Agreement
shall be dated the date of their authentication.
Section 5. Certificate Principal Balance and Denominations; Additional
Term Assets and Treasury STRIPS. On the Closing Date, Certificates with a
Certificate Principal Balance of $25,000,000 may be authenticated and delivered
under the Agreement and this Series Supplement. The Certificate Principal
Balance shall initially equal the maturity amount of the Treasury STRIPS sold to
the Trustee and deposited in the Trust. Such Certificate Principal Balance shall
be calculated without regard to Certificates authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Sections 5.3, 5.4 or 5.5 of the Agreement. The
Depositor may sell to the Trustee additional Term Assets and Treasury STRIPS on
any date hereafter upon at least 5 Business Days notice to the Trustee and upon
(i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion
of Counsel to the effect that the sale of such additional Term Assets and
Treasury STRIPS will not materially increase the likelihood that the Trust would
fail to qualify as a grantor trust under the Code; provided that the principal
amount of additional Term Assets must equal the maturity amount of the
additional Treasury STRIPS. Upon such sale to the Trustee, the Trustee shall
deposit such additional Term Assets and Treasury STRIPS in the Collection
Account, and shall authenticate and deliver to the Depositor, or its order,
Certificates in a Certificate Principal Balance equal to the maturity amount of
such additional Treasury STRIPS. Any such additional Certificates authenticated
and delivered shall rank pari passu with any Certificates previously issued in
accordance with this Series Supplement.
Section 6. Currency of the Certificates. All distributions on the
Certificates will be made in the Specified Currency.
Section 7. Form of Securities. The Trustee shall execute and deliver the
Certificates in the form of one or more global certificates registered in the
name of DTC or its nominee.
Section 8. Reserved.
Section 9. Certain Provisions of Base Trust Agreement Not Applicable. The
provisions of Sections 3.12, 5.16, 5.17 and 9.1 of the Base Trust Agreement
dated as of May 21, 1999 and any other provision of the Base Trust Agreement
dated as of May 21, 1999 which imposes obligations on, or creates rights in
favor of, the Trustee or the Certificateholders as a result of or in connection
with an "Event of Default" or "Administrative Agent Termination Event" shall be
inapplicable with respect to the Certificates.
Section 10. Distributions.
(a) On each Scheduled Distribution Date, the Trustee shall distribute the
related Fixed Payment, to the extent of Interest Collections, and on the
Maturity Date shall distribute the principal (in the amount of $25,000,000) of
the Certificates to the Holders of the Certificates and an additional payment of
$25,000,000 due on the Term Assets on February 1
6
2027, to the extent the principal of the Term Assets and the Treasury STRIPS is
received by the Trustee on such date; provided, however, if any such payment
with respect to the Term Assets is made to the Trustee after the Term Assets
Payment Date on which such payment was due, the Trustee shall distribute such
amount received on the Business Day following such receipt. In the event the
Extension Period is in effect, interest on the Certificates will continue to
accrue to the extent interest on the Junior Subordinated Debentures continues to
so accrue, at a rate of 8.85% per annum, compounded semi-annually, but the
Trustee shall not be required to make any distributions on the Certificates
until the next Scheduled Distribution Date following the end of the Extension
Period.
(b) In the event of a Payment Default, the Trustee shall proceed against
the Term Assets Issuer on behalf of the Certificateholders to enforce the Term
Assets or otherwise to protect the interests of the Certificateholders, subject
to the receipt of indemnity in form and substance satisfactory to the Trustee;
provided that holders of the Certificates representing a majority of the Voting
Rights on the Certificates will be entitled to direct the Trustee in any such
proceeding or direct the Trustee to sell the Term Assets, subject to the
Trustee's receipt of satisfactory indemnity. In the event of an Acceleration and
a corresponding payment on the Term Assets, the Trustee shall distribute the
proceeds to the Certificateholders no later than two Business Days after the
receipt of immediately available funds.
(c) In the event that the Trustee receives money or other property in
respect of the Term Assets (other than a scheduled payment on or with respect to
an interest payment date) as a result of a Payment Default on the Term Assets
(including from the sale thereof), the Trustee will promptly give notice as
provided in Section 18(c) to the Depositary, or for any Certificates which are
not then held by DTC or any other depository, directly to the registered holders
of the Certificates then outstanding and unpaid. Such notice shall state that,
not later than 30 days after the receipt of such moneys or other property, the
Trustee will allocate and distribute such moneys or other property to the
holders of Certificates then outstanding and unpaid, pro rata by principal
amount (after deducting the costs incurred in connection therewith and subject
to clause (l) of this Section 10). Property other than cash will be liquidated
by the Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to Certificateholders.
In-kind distribution of Term Assets to Certificateholders will not reduce the
principal amount of Certificates on a dollar-for-dollar basis. Other than as
provided in clause (l) below, no amounts will be distributed to the Depositor in
respect of the Term Assets.
(d) Distributions to the Certificateholders on each Distribution Date will
be made to the Certificateholders of record on the Record Date.
(e) All distributions to Certificateholders shall be allocated pro rata
among the Certificates based on their respective principal balances as of the
Record Date.
(f) Notwithstanding any provision of the Agreement to the contrary, to the
extent funds are available, the Trustee will initiate payment in immediately
available funds by 10:00 A.M. (New York City time) on each Distribution Date of
all amounts payable to each Certificateholder with respect to any Certificate
held by such Certificateholder or its nominee (without the necessity for any
presentation or surrender thereof or any notation of such payment
7
thereon) in the manner and at the address as each Certificateholder may from
time to time direct the Trustee in writing 15 days prior to such Distribution
Date requesting that such payment will be so made and designating the bank
account to which such payments shall be so made. The Trustee shall be entitled
to rely on the last instruction delivered by the Certificateholder pursuant to
this Section 10(f) unless a new instruction is delivered 15 days prior to a
Distribution Date.
(g) Upon receipt by the Trustee of a notice that all or a portion of the
Term Assets are to be redeemed, the Trustee shall select by lot an equal
principal amount of Certificates for redemption and establish the Term Assets
Redemption Distribution Date. Notice of such redemption shall be given by the
Trustee to the registered Certificateholders not less than 15 days prior to the
Term Assets Redemption Distribution Date by mail to each registered
Certificateholder at such registered Certificateholder's last address on the
register maintained by the Trustee; provided, however, that the Trustee shall
not be required to give any notice of redemption prior to the third (3rd)
Business Day after the date it receives notice of such redemption. The
redemption price pursuant to an Optional Redemption (as defined below), a Tax
Event Redemption (as defined below) or an Investment Company Event Redemption
(as defined below) is set forth below in Section 10(h).
(h) For informational purposes only, the Term Assets as originally issued
are redeemable, in whole or in part on or after February 1, 2007, on not less
than 30 nor more than 60 days' notice, at the option of the Term Assets Issuer
(an "Optional Redemption"). In addition, if a Tax Event or Investment Company
Event occurs, on not less than 30 nor more than 60 days' notice, PXRE
Corporation will have the option within 90 days of such occurrence to redeem the
Junior Subordinated Debentures in whole or in part, thus causing a redemption of
the Term Assets (such redemption, a "Tax Event Redemption" or "Investment
Company Event Redemption," respectively). The redemption price in the case of an
Optional Redemption of the Term Assets will be equal to the par value of the
Term Assets to be redeemed plus accrued interest on the principal amount being
redeemed, plus the redemption premium, if any. The redemption price in the case
of a Tax Event Redemption will equal 100% of the principal amount of the Term
Assets plus accrued interest thereon to the date of redemption. The redemption
price in the case of an Investment Company Event Redemption will equal, in the
case of a redemption prior to February 1, 2007, the Make-Whole Amount and, in
the case of a redemption on or after February 1, 2007, the redemption price as
if an Optional Redemption were occurring, in each case plus accrued and unpaid
interest on the Term Assets to the date of redemption. The redemption premium
shall be equal to the following percentages as of February 1 of the years
indicated below:
Year Premium
2007..................................... 4.180%
2008..................................... 3.762%
2009..................................... 3.344%
2010..................................... 2.926%
2011..................................... 2.508%
2012..................................... 2.090%
2013..................................... 1.672%
2014..................................... 1.254%
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2015..................................... 0.836%
2016..................................... 0.418%
2017 and thereafter...................... 0.000%
(i) In the event that the Trustee is notified by the Term Assets Issuer
that the Term Assets are to be redeemed in exchange for a distribution of Junior
Subordinated Debentures upon the occurrence of a Tax Event or an Investment
Company Event, the Trustee shall deliver the Term Assets to the Term Assets
Issuer in exchange for Junior Subordinated Debentures with an aggregate
principal amount equal to the aggregate principal amount of the Term Assets.
Such exchange shall not cause the Certificates to be redeemed. The Trust shall
hold the Junior Subordinated Debentures for the benefit of the
Certificateholders in accordance with the terms hereof and under the Agreement.
(j) The holder of a Certificate which is redeemed will receive, on the Term
Assets Redemption Distribution Date, a payment equal to its pro rata share of
the distributions made on the Term Assets pursuant to an Optional Redemption, a
Tax Event Redemption or an Investment Company Act Redemption, as the case may
be, as set forth above. In addition, if Certificates are redeemed, then an equal
principal amount of the Treasury STRIPS will be liquidated and the proceeds
distributed to the holders of the Certificates being redeemed.
(k) The rights of the Certificateholders to receive distributions in
respect of
the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Series Supplement. The Trustee
shall in no way be responsible or liable to the Certificateholders nor shall any
Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective principal balances.
(l) On the Closing Date, as payment in full for the Treasury STRIPS and as
partial payment for the Term Assets, the Trustee shall deliver to, or at the
direction of, the Depositor all of the Certificates. On February 1, 2001, as
payment of the balance of the purchase price for the Term Assets, the Trustee
shall pay to the Depositor the amount of the interest accrued on the Term Assets
from August 1, 2000 to but not including the Closing Date, which amount equals
$301,145.83. In the event the Depositor is not paid such accrued interest on
such date, the Depositor shall have a claim for the amount specified in the
preceding sentence and shall share pari passu with Certificateholders to the
extent of such claim in the proceeds from the sale of the Term Assets and the
Treasury STRIPS.
Section 11. Termination of Trust. (a) The Trust shall terminate upon the
occurrence of any Trust Termination Event.
(b) Except for any reports and other information required to be provided to
Certificateholders hereunder and under the Agreement and except as otherwise
specified herein and therein, the obligations of the Trustee will terminate upon
the distribution to Certificateholders of all amounts required to be distributed
to them and the disposition of all
9
Term Assets and Treasury STRIPS held by the Trustee. The Trust shall thereupon
terminate, except for surviving rights of indemnity.
Section 12. Limitation of Powers and Duties. (a) The Trustee shall
administer the Trust, the Term Assets and the Treasury STRIPS solely as
specified herein and in the Agreement.
(b) The Trust is constituted solely for the purpose of acquiring and
holding the Term Assets and the Treasury STRIPS. The Trustee is not authorized
to acquire any other investments or engage in any activities not authorized
herein and, in particular, unless expressly provided in the Agreement, the
Trustee is not authorized (i) to sell, assign, transfer, exchange, pledge,
set-off or otherwise dispose of any of the Term Assets or Treasury STRIPS, once
acquired, or interests therein, including to Certificateholders, (ii) to merge
or consolidate the Trust with any other entity, or (iii) to do anything that
would materially increase the likelihood that the Trust will fail to qualify as
a grantor trust for United States federal income tax purposes.
(c) The parties acknowledge that the Trustee, as the holder of the Term
Assets and the Treasury STRIPS, has the right to vote and give consents and
waivers in respect of the Term Assets and the Treasury STRIPS and enforce the
other rights, if any, of a holder of the Term Assets and the Treasury STRIPS,
except as otherwise limited by the Agreement or this Series Supplement. In the
event that the Trustee receives a request from the Term Assets Trustee, the Term
Assets Issuer or, if applicable, the Depositary with respect to the Term Assets,
for the Trustee's consent to any amendment, modification or waiver of the Term
Assets, or any document relating thereto, or receives any other solicitation for
any action with respect to the Term Assets, the Trustee shall within two
Business Days mail a notice of such proposed amendment, modification, waiver or
solicitation to each Certificateholder of record as of the date of such request.
The Trustee shall request instructions from the Certificateholders as to what
action to take in response to such request and shall be protected in taking no
action if no direction is received. Except as otherwise provided herein, the
Trustee shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the principal balances of the Certificates) as the
Certificates of the Trust were actually voted or not voted by the Holders
thereof as of the date determined by the Trustee prior to the date such vote or
consent is required; provided, however, that, notwithstanding anything to the
contrary in the Agreement or this Series Supplement, the Trustee shall at no
time vote in favor of or consent to any matter (i) which would alter the timing
or amount of any payment on the Term Assets or Treasury STRIPS (including,
without limitation, any demand to accelerate the Term Assets or Treasury STRIPS)
or (ii) which would result in the exchange or substitution of any Term Asset or
Treasury STRIP pursuant to a plan for the refunding or refinancing of such Term
Asset or Treasury STRIP, except in each case with the unanimous consent of the
Certificateholders and subject to the requirement that such vote would not
materially increase the likelihood that the Trust will fail to qualify as a
grantor trust for federal income tax purposes, such determination to be based
solely on an Opinion of Counsel. The Trustee shall have no liability for any
failure to act or to refrain from acting resulting from the Certificateholders'
late return of, or failure to return, directions requested by the Trustee from
the Certificateholders.
(d) Notwithstanding any provision of the Agreement to the contrary, the
Trustee may require from the Certificateholders prior to taking any action at
the direction of the
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Certificateholders, an indemnity agreement of a Certificateholder or any of its
Affiliates to provide for security or indemnity against the costs, expenses and
liabilities the Trustee may incur by reason of any such action. An unsecured
indemnity agreement, if acceptable to the Trustee, shall be deemed to be
sufficient to satisfy such security or indemnity requirement.
(e) Notwithstanding any provision of the Agreement to the contrary, the
Trustee shall act as the sole Authenticating Agent, Paying Agent, and Registrar.
Section 13. Compensation of Trustee. The Trustee shall be entitled to
receive from the Depositor as compensation for the Trustee's services hereunder,
trustee's fees pursuant to a separate agreement between the Trustee and the
Depositor, and shall be reimbursed for all reasonable expenses, disbursements
and advances incurred or made by the Trustee (including the reasonable
compensation, disbursements and expenses of its counsel and other persons not
regularly in its employ). The Depositor shall indemnify and hold harmless the
Trustee and its successors, assigns, agents and servants against any and all
loss, liability or reasonable expense (including attorneys' fees) incurred by it
in connection with the administration of this trust and the performance of its
duties thereunder. The Trustee shall notify the Depositor promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the
Depositor shall not relieve the Depositor of its obligations hereunder. The
Depositor need not reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the Trustee's own willful
misconduct, negligence or bad faith. The indemnities contained in this Section
13 shall survive the resignation or termination of the Trustee or the
termination of this Agreement.
Failure by the Depositor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or indemnification
from the Trust, nor shall such failure release the Trustee from the duties it is
required to perform under this Series Supplement. Any unpaid, unreimbursed or
unindemnified amounts shall not be borne by the Trust and shall not constitute a
claim against the Trust, but shall be borne by the Trustee in its individual
capacity, and the Trustee shall have no recourse against the Trust with respect
thereto.
Section 14. Modification or Amendment. The Trustee shall not enter into any
modification or amendment of the Agreement or this Series Supplement unless such
modification or amendment is in accordance with Section 10.1 of the Agreement.
Pursuant to Section 5 of this Series Supplement, the Depositor may sell to the
Trustee additional Term Assets and Treasury STRIPS from time to time without
violation or trigger of this Section 14.
Section 15. Accounting. Notwithstanding Section 3.16 of the Agreement,
Independent Public Accountants' Administration Report, no such accounting
reports shall be required. Pursuant to Section 4.2 of the Agreement, Reports to
Certificateholders, the Trustee shall cause the statements to be prepared and
forwarded as provided therein.
Section 16. No Investment of Amounts Received on Term Assets or Treasury
STRIPS. All amounts received on or with respect to the Term Assets and the
Treasury STRIPS shall be held uninvested by the Trustee.
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Section 17. No Event of Default. There shall be no Events of Default
defined with respect to the Certificates.
Section 18. Notices. (a) All directions, demands and notices hereunder and
under the Agreement shall be in writing and shall be deemed to have been duly
given when received if personally delivered or mailed by first class mail,
postage prepaid or by express delivery service or by certified mail, return
receipt requested or delivered in any other manner specified herein, (i) in the
case of the Depositor, to Structured Products Corp., 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary, or such other address as
may hereafter be furnished to the Trustee in writing by the Depositor, and (ii)
in the case of the Trustee, to U.S. Bank Trust National Association, 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust,
facsimile number (000) 000-0000, or such other address as may hereafter be
furnished to the Depositor in writing by the Trustee.
(b) For purposes of delivering notices to the Rating Agency under Section
10.07, Notice to Rating Agency, of the Agreement or otherwise, such notices
shall be mailed or delivered as provided in Section 10.07, Notice to Rating
Agency, to: Xxxxx'x Investors Service, Inc., Structured Derivative Products, 00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or such other address as the Rating
Agency may designate in writing to the parties hereto.
(c) In the event a Payment Default or an Acceleration occurs, the Trustee
shall promptly give notice to the Depositary or, for any Certificates which are
not then held by the Depositary or any other depository, directly to the
registered holders of the Certificates thereof. Such notice shall set forth (i)
the identity of the issue of Term Assets, (ii) the date and nature of such
Payment Default or Acceleration, (iii) the principal amount of the interest or
principal in default, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.
(d) Notwithstanding any provisions of the Agreement to the contrary, the
Trustee shall deliver all notices or reports required to be delivered to or by
the Trustee or the Depositor to the Certificateholders without charge to such
Certificateholders.
Section 19. Access to Certain Documentation. Access to documentation
regarding the Term Assets will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Agreement,
Access to Certain Documentation. Additionally, the Trustee shall provide at the
request of any Certificateholder without charge to such Certificateholder the
name and address of each Certificateholder of Certificates hereunder as recorded
in the Certificate Register for purposes of contacting the other
Certificateholders with respect to their rights hereunder or for the purposes of
effecting purchases or sales of the Certificates, subject to the transfer
restrictions set forth herein.
Section 20. Advances. There is no Administrative Agent specified herein;
hence no person (including the Trustee) shall be permitted or obligated to make
Advances as described in Section 4.03 of the Agreement, Advances.
Section 21. Ratification of Agreement. With respect to the Series issued
hereby, the Agreement, as supplemented by this Series Supplement, is in all
respects ratified and
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confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken and construed as one and the same instrument. To the extent there
is any inconsistency between the terms of the Agreement and this Series
Supplement, the terms of this Series Supplement shall govern.
Section 22. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
Section 23. Governing Law. This Series Supplement and each Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely therein without reference to such State's principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 24. Affiliate Exchange Right. Any affiliate of the Depositor who
certifies in writing that it is one, but not the Depositor itself, will have the
right on any date to tender to the Trustee Certificates of a specified principal
amount and to receive in exchange (i) Term Assets in an amount equal to such
principal amount and (ii) Treasury STRIPS in a maturity amount equal to such
principal amount. If an affiliate of the Depositor purchases Certificates from a
non-affiliate with the intention of exercising the affiliate exchange right with
respect to such Certificates, the purchase price for such Certificates may be
the sum of the Market Value of the Term Assets and Treasury STRIPS that such
affiliate will receive upon the exercise of the affiliate exchange right.
"Market Value" means the highest bid that such affiliate receives from at least
two nationally recognized broker dealers for such amount of Term Assets and
Treasury STRIPS.
Section 25. Certificate of Compliance. The Depositor shall deliver to the
Trustee on or prior to June 30 of each year prior to a Trust Termination Event
the Officer's Certificate as to compliance as required by Section 6.1(b) of the
Base Trust Agreement.
Section 26. Tender for Term Assets or Change of Control of PXRE
Corporation. If a tender offer is made for the Term Assets or a change of
control occurs with respect to PXRE Corporation, Certificateholders may instruct
the Trustee to distribute the Term Assets and Treasury STRIPS or to liquidate
the same and distribute the proceeds thereof to Certificateholders.
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IN WITNESS WHEREOF, the parties hereto have caused this Series Trust
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
STRUCTURED PRODUCTS CORP.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Responsible Officer
EXHIBIT A
IDENTIFICATION OF THE TERM ASSETS AS OF CLOSING DATE
Issuer: PXRE Capital Trust I
Term Assets: 8.85% Capital Trust Pass-through
Securities due February 1, 2027
Maturity Date: February 1, 2027
Original Principal
Amount Issued: $100,000,000
CUSIP No.: 000000XX0
Stated Interest Rate: 8.85% per annum
Interest Payment Dates: February 1 and August 1
Optional The Term Assets, and consequently
Redemption: the Certificates, will be
redeemable, in whole or in part, at the option
of the Term Assets Issuer, on not less than 30
nor more than 60 days' notice, at a price equal
to 104.18% plus accrued interest on February 1,
2007 and at declining prices thereafter to
100.00% plus accrued interest on February 1,
2017.
Tax Event The Term Assets are redeemable, in
Redemption; whole but not in part, at any time
Investment Company by the Term Assets Issuer if
Event Redemption certain adverse tax events occur
with respect to PXRE Corporation or
the Term Assets Issuer or a determination
could be made that the Term Assets Issuer
is an Investment Company under the
Investment Company Act of 1940.
Principal Amount of Term
Assets Deposited
Under Trust Agreement: $25,000,000
The Term Assets will be held by the Trustee as book-entry credits to an account
of the Trustee or its agent at The Depository Trust Company, New York, New York
("DTC").
A-1
EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Aggregate Principal Amount
of TIERSSM Certificates: $25,000,000
Authorized Denomination: $1,000 and integral multiples thereof
Rating Agencies: Xxxxx'x Investors Service, Inc.
Closing Date: September 20, 2000
Distribution Dates: February 1 and August 1, February 15,
2027, any Term Assets Redemption
Distribution Date or any Term Assets
Default Distribution Date.
Interest Rate: 8.85%.
Maturity Date: February 15, 2027
Record Date: With respect to any Distribution
Date, the day immediately preceding
such Distribution Date.
Trustee's Fees: The Trustee's fees shall be payable
by the Depositor pursuant to a
separate fee agreement between the
Trustee and the Depositor.
Initial Certificate Registrar: U.S. Bank Trust National Association
Corporate Trust Office: U.S. Bank Trust National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust
Department, Regarding TIERSSM
Principal-Protected Certificates
Trust Series PXT 2000-11
B-1
EXHIBIT C
FORM OF CERTIFICATES
THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CERTIFICATE NUMBER R-1
CUSIP: 000000XX0 $25,000,000 Certificate Principal Amount
TIERSSM CERTIFICATES
evidencing an undivided interest in the Trust, as defined below, the assets of
which include (i) $25,000,000 PXRE Capital Trust I 8.85% Capital Trust
Pass-through Securities due February 1, 2027 and (ii) $25,000,000 (maturity
amount) of United States Treasury STRIPS due February 15, 2027.
This Certificate does not represent an interest in or obligation of the
Trustee, the Depositor or any of their respective affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in TIERSSM Principal-Protected
Certificates Trust Series PXT 2000-11 (the "Trust") formed by Structured
Products Corp., as depositor (the "Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of May
21, 1999 (the "Agreement"), between the Depositor and U.S. Bank Trust National
Association, a national banking association, not in its individual capacity but
solely as Trustee (the "Trustee"), as supplemented by the TIERSSM Supplement
2000-11, dated as of September 20, 2000 (the "Series Supplement" and, together
with the Agreement, the "Trust Agreement"), between the Depositor and the
Trustee. This Certificate does not purport to summarize the Trust Agreement and
reference is hereby made to the Trust Agreement for information with respect to
the interests,
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rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee with respect hereto. A copy of the
Trust Agreement may be obtained from the Trustee by written request sent to the
Corporate Trust Office. Capitalized terms used but not defined herein have the
meanings assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated as
"TIERSSM Certificates" (herein called the "Certificate" or "Certificates"). This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The assets of the Trust include the Term Assets, and all proceeds of
the Term Assets, and the Treasury STRIPS. Additional Term Assets and Treasury
STRIPS may be sold to the Trustee and additional Certificates may be
authenticated and delivered from time to time as provided in the Trust
Agreement, which additional Certificates shall rank pari passu with all other
Certificates issued in accordance with the Series Supplement.
Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in whose
name this Certificate is registered at the close of business on the related
Record Date, such Certificateholder's fractional undivided interest in the
amount of distributions of the Term Assets to be distributed to
Certificateholders on such Distribution Date. Unless an Extension Period is in
effect, the Term Assets will pay interest on February 1 and August 1 of each
year with the next interest payment date occurring on February 1, 2001. The
principal of the Treasury STRIPS (in an amount equal to $25,000,000) and an
additional payment of $25,000,000 due on the Term Assets on February 1, 2027 is
scheduled to be paid on February 15, 2027.
The distributions in respect of this Certificate are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts as set forth in the Series Trust
Agreement.
It is the intent of the Depositor and the Certificateholders that the
Trust will be classified as a grantor trust under subpart E, Part I of
subchapter J of the Internal Revenue Code of 1986, as amended. Except as
otherwise required by appropriate taxing authorities, the Depositor and the
Trustee, by executing the Trust Agreement, and each Certificateholder, by
acceptance of a Certificate, agrees to treat, and to take no action inconsistent
with the treatment of, the Certificates for such tax purposes as interests in a
grantor trust and the provisions of the Trust Agreement shall be interpreted to
further this intention of the parties.
Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder shall not, prior to the date which is one
year and one day after the termination of the Trust Agreement, acquiesce,
petition or otherwise invoke or cause the Depositor to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining a
case against the Depositor under any federal or state bankruptcy, insolvency,
reorganization or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Depositor or
any substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Depositor.
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The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Trustee by manual signature, this Certificate shall
not entitle the Holder hereof to any benefit under the Trust Agreement or be
valid for any purpose.
A copy of the Trust Agreement is available upon request and all of its
terms and conditions are hereby incorporated by reference and made a part
hereof.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
C-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Trustee and
Authenticating Agent
By:_________________________________
Authorized Signatory
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